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More on Due Diligence (cont'd) Organizational Chart  Certificate of Formation/Articles of Incorporation, etc.  Is the Company in Good Standing?  Where does the Company do business? 3/20/2013

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More on Due Diligence (cont'd) Do we need consents and waivers and how to get them? 3/20/2013

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More on Due Diligence (cont'd) Third Parties  Landlords  Tenants  Insurance Carriers  Assignments  The "old" and the "new" (the story about lenders)  The Regulatory Labyrinth 3/20/2013

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More on Due Diligence (cont'd) Here they come: Estoppels and SNDAs How to keep all parties on the same page Time Frames Can you rely on third parties - your deliveries dates 3/20/2013

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Manage your team players Yes, you hear me right - a paralegal can manage a team by…  Keeping a checklist up to date  Delivering results in a timely matter  Delivering bad news as soon as you hear them  Preparing a game plan on how to resolve the obstacles  Manage Egos and Personalities 3/20/2013

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Some More on Due Diligence - when you have questions: Contact surveyor and title company Zoning Reports and how to deal with them Environmental Reports: are they my problems? 3/20/2013

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Due Diligence…again… More on Lien Searches and their results – UCCs: Terminate or Assign? – Pending Litigations and how to deal with them – Mechanical Liens Tax Liens: Did I hear it right: the lien was sold… 3/20/2013

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Pre-Closing (cont’d) Know who the players are – Any changes to the Organizational Chart – New Entities 3rd Parties approvals/consents Financing and Funding issues What did we miss? The tale of the forgotten issues How to deal with 11th Hour Surprises 3/20/2013

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Pre-Closing: The tale of the forgotten issues  Domain Names  Authorizations to do business  Did you say EIN?  License Compliance  Claims that did not make the litigation list  Tax liability  Insurance 3/20/2013